FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
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Item 1. Description of Business
GENERAL INFORMATION ABOUT OUR COMPANY
Intorio, Corp. was incorporated in the State of Nevada and established on January 04, 2022. We have no revenue and have incurred losses since inception. The Company possesses assets in a form of an operative website. Also, the company is registering its own trade mark, upon which will propose its services. We are a development-stage company formed to commence operations concerned with the online studying. We have developed a full business plan. We maintain our statutory registered agent’s office at 3773 Howard Hughes Parkway, Suite 500s, Las Vegas, Nevada 89169-6014. Our business office is located at 24 Alexander Kazbegi Ave, Tbilisi 0177, Georgia. Our telephone number is (702) 605-46-36.
We plan to provide a new unique type of service, teaching of a school program, from the comfort of purchasers home. We will provide an online service of learning through our website. Additionally our clients can apply for tutoring in a specific subject or on some point of the teaching program. Once we are operational we intend to offer our services to clients in Georgia.
We plan to work primarily with school program, and provide teaching in following subjects:
We will connect our clients with teachers and other group members over the company’s website. Our clients will have a choice to enter a group for online learning or apply for personal lesson. Our future customers require a computer or even mobile phone, webcam and internet connection.
Our Process
We are offering groups for online learning the same as personal tutoring through our website. Our potential clients will be able to have lessons from the comfort of their homes with any subject and type of lesson they require.
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Customers will choose a teacher based on the type of the lesson they require, time of the day that suits them and they are willing to choose whether they are interested to try personal tutoring or group learning. The clients choose the type of lesson and the topic for studying, then they are making the payment to our company’s bank account according to the number of lessons. After that we will connect them with a teacher and they start their lesson through our website in a form of a video call. We are sourcing our future teachers through the websites of the jobseekers and from the mouth-to-mouth strategy. We are going to hire freelance teachers depend on the lessons and programs they are qualified in. We will require each teacher to have more than 5 years verifiable experience as a professional teacher, to have their program for studying and have advanced communication skills. We will test how they conduct the lesson, before they start to provide teaching through our website.
In the future we intend to develop our website and make an extension of lessons and subjects required by our potential customers. Also we intend to add tutoring for high school students and University students with the most popular subjects. We are going to make tutoring agreements with our future clients and the freelance teaching agreements with our future teachers. Our future clients will be students and their parents and we will provide retail services to them. There are no any intends and arrangements to provide our services to school districts and universities.
The price for our services ranges from $25 to $130 per hour according to the type of lessons customers choose and the complexity of the chosen topic of the lesson. Approximately we will retain around 25-30% of the total fee paid by the customer to the tutor.
Our website
We have purchased a website. The website purchase agreement is filed as Exhibit to this Registration Statement. Our website address is http://intorio-study.com/. Currently it is fully serviced and ready for use. In addition, it has the ability to be refined and expanded.
Customers will have a choice to choose personal lessons or group classes on our website based on the time of the day, subject they want and price of the class. The clients will sign up on our website and verify their personality. The whole process will be simple: filling your brief personal information, phone number and an email address. After getting the request we will contact the person directly and discuss his needs. Once it is done, we approve the client and he can use our website as a registered user and on the schedule page he can choose the subject, type of the lesson, the time and the day comfortable for him. After the Company gets customer’s payment we will connect him with a teacher and the process of studying will start at the arranged time.
Tutoring through our website will be similar to communication over Zoom or Skype - tutors and clients will have an ability to see each other. Teaching price will range from $25 to $130 per hour.
Freelance teachers
When signing the agreement with teachers and tutors we will collect and check all the information about them. Also, we will require to complete our short registration form with their personal information. The most important things are: their education degree and the experience information. Additionally we will require each teacher to have more than 5 years verifiable experience as a professional teacher.
Market overview
After the COVID-19 pandemic appeared, the online teaching industry has started a big growth and attracted more people interested in learning by themselves and teaching their children at home. All over the world the numerous of companies started to provide an online teaching services.
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Competition
The online teaching market is highly competitive. There are numerous companies in the industry selling online classes. And most of these companies are privately held, therefore our future competitors will be substantially larger than our Company and have greater financial resources than we have.
Marketing
We are going to arrange web advertisements, social web communities marketing and direct mailing. Our web-banners are going to be placed on the websites related to online learning and tutoring. We plan to spend money to pay for Google, Facebook and Instagram contextual advertising, to attract the attention of users who search information related to our business. In addition, we may spend money on YouTube advertisements played before any video.
Also we intend to make development of our website and extension of our lessons and directions of our tutoring in order to attract more potential customers and to make our services more desirable.
Facebook and Instagram are used as the most effective marketing tools. We are going to use them as platforms to advertise to our clients on important updates such as; schedule changes, events, classes, special discounts and any news related to our business. Additionally, we will use these services for finding new clients.
Other social media
Linkedin, Twitter, Telegram and others will be also used for expanding our client base.
Item 1A. Risk Factors.
Not required for Smaller reporting companies.
Item 1B. Unresolved Staff Comments.
Item 2. Properties.
Currently we don’t own any properties. Our business office is located at 24 Alexander Kazbegi Ave, Tbilisi 0177, Georgia. This address was provided by sole officer and president, Mr. Gagi Gogolashvili. Our telephone number is (702) 605-46-36.
Item 3. Legal Proceedings.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures.
Not Applicable.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
The company stock is not trading at the moment.
Registered Holders of our Common Stock
As of February 28, 2022, there were approximately 33 record owners of our common stock including director.
Dividends
The Company has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During our fiscal years ended February 28, 2022 and 2021, we had no sales of unregistered shares.
During the fiscal year ended February 28, 2022, and 2021 the Company did not repurchase any shares of its Common Stock.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a development stage corporation with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a marketing program.
PLAN OF OPERATION
FISCAL YEAR ENDED February 28, 2022 COMPARED TO FISCAL YEAR ENDED February 28, 2021.
Our net loss for the fiscal year ended February 28, 2022 was $22,706 compared to a net loss of $1,753 during the fiscal year ended February 28, 2021. In February 28, 2022 and February 28, 2021 we have not generated any revenue.
Expenses incurred were $22,706 during fiscal year ended February 28, 2022 compared to $1,753 during fiscal year ended February 28, 2021. Expenses increased due to the Company’s operational activities.
The number of shares outstanding was 3,235,000 for the fiscal year ended February 28, 2022 and 2,000,000 for the fiscal year ended February 28, 2021.
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LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED February 28, 2022 and 2021
As of February 28, 2022, our total assets were $22,181 consisting of capital raised from issuance of common stock and website development.
As of February 28, 2021, our total assets were $9,000.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities for the fiscal year ended February 28, 2022, net cash flows used in operating activities was $(14,039). We have generated positive cash flows from operating activities for the fiscal year ended February 28, 2021 was $7,747.
Cash Flows from Investing Activities
We have not generated cash flows from investing activities for the fiscal years ended February 28, 2022, and February 2021. Cash used in investing activities were $0 and $9,000 for the fiscal years ended February 28, 2022, and February 2021.
Cash Flows from Financing Activities
We have financed our operations primarily from either advances from our sole executive or the issuance of equity. For the fiscal year ended February 28, 2022, net cash provided by financing activities was $29,887. For the fiscal year ended February 28, 2021, net cash from financing activities was $1,253.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
GOING CONCERN
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
The extent of the impact of the coronavirus (“COVID-19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.
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Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
The Company’s Financial Statements required by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set forth on pages F-1 through F-9 of this report and are incorporated by reference in this Item 8.
Item 9. Changes in and Disagreements with Accounting and Financial Disclosures.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is described below.
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Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of February 28, 2022. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that that our internal control over financial reporting was not effective as of February 28, 2022. Our CEO concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack of a formal management review process over preparation of financial information. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported the following material weaknesses: